Agmt14 Greystar GPII LLC Property Disposition Agreement

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with a copy of the Title Policy, and the Title Policy shall be in the amount of the Purchase Price of the City Property. The City shall pay only for that portion of the Title Policy premium attributable to a CL.T.A. standard form owner's policy of title insurance in the amount of the Purchase Price of the City Property. The Developer shall pay for that portion of the Title Policy premium attributable to any A.L.T.A. extended coverage and any special endorsements. 209, Proration of Taxes and Assessments Ad valorem taxes and assessments on the City Property, if any, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title shall be borne by the City. All such ad valorem taxes and assessments levied or imposed for any period commencing after closing of the escrow shall be paid by the Developer. All such ad valorem taxes and assessments shall be prorated by the Escrow Agent as between the City and the Developer as of the Closing Date consistent with the preceding provisions of this Section 209. 210. Conveyance Free of Possession The City Property shall be conveyed by the City to the Developer free and clear of any possession or right of possession by any person except that of the Developer and the easements of record.. 211. Inspections; Conditions of the City Property I. Inspections The Developer shall conduct the Developer's own investigation of the City Property, its physical condition, the soils and toxic conditions of the City Property and all other matters which in the Developer's _judr, nent affect or influence the Developer's proposed use of the City Property and the Developer's willingness to develop the City Property and the Site pursuant to this Agreement. The Developer's investigation may include, without limitation, the preparation by a duly licensed soils engineer of a soils report for the City Property. lf, in the Developer's reasonable judgment, the physical condition of the City Property is in material respects unsuitable for the use or uses to which the City Property will be put, then the Developer shall have the option either to (a) take any action necessary to place the City Property in a condition suitable for development, at no cost to the City; or (b) terminate this Agreement pursuant to the provisions of Section 406.1 hereof, If the Developer has not notified the City of its determinations concerning the suitability of the physical condition of the City Property within the time set forth in the Schedule of Performance (Attachment No, 3), the Developer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 2 1 1 ATTY/AGR/2014.197/RDW GREYSTAR PRA REV:10-01-14 PT&VR 52431.00017\0102745 I3 1 i